Allstate Financial Corporation
8180 Greensboro Drive, Suite 525
McLean, Virginia 22102
(703) 883-9757 Telephone (703) 821-1371 Fax
YOUR VOTE IS IMPORTANT- PLEASE REPLY IMMEDIATELY!
August 11, 2000
Dear Stockholder:
On July 11, we wrote to you regarding the Annual Meeting of Allstate Financial
Corporation shareholders, which was held on August 8, 2000. As described in the
Notice of Annual Meeting and Proxy Statement, one of the extremely important
matters to consider and vote upon during this meeting involved the
reincorporation of the Company as a Delaware corporation. THE REINCORPORATION IS
A CRITICAL STEP IN THE COMPANY'S PLAN OF RECAPITALIZATION AND FUTURE BUSINESS
PLANS.
Proposals 2a through 2d, which relate to the reincorporation, require the
affirmative vote of the holders of at least two-thirds of the outstanding shares
of the Company's common stock. These four proposals are "non-discretionary"
items upon which your broker may not vote your shares unless you, the client,
have furnished voting instructions on such proposals. At the meeting on August
8, 2000, less than two-thirds of eligible shareholders cast their votes in
person or by proxy, although those who voted overwhelmingly supported the
proposals. The consideration of proposals 2a through 2d was adjourned to a new
meeting to be held on August 29, 2000 at 11 a.m. at the Company's offices at
8181 Greensboro Drive, Suite 525 McLean, Va. 22102. All stockholders are invited
to attend the meeting. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOUR VOTE
IS IMPORTANT. THE BOARD OF DIRECTORS URGES YOU TO SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD AS SOON AS POSSIBLE. If you attend the meeting, you may vote
in person even if you have previously mailed a proxy.
Please read the Proxy Statement carefully for information on proposals 2a
through 2d, which are the only proposals being considered at the August 29, 2000
meeting. If you did not receive a Proxy statement or you would like another copy
sent to you, please contact us at the number below. If you have already returned
your proxy, it is not necessary for you to vote on Proposals 2a through 2d at
this time. Your proxy has been recorded and will be voted at the August 29, 2000
meeting.
The Board of Directors and management of Allstate appreciate your support.
Sincerely,
/s/Charles G. Johnson
Charles G. Johnson
President and Chief Executive Officer
<PAGE>
ALLSTATE FINANCIAL CORPORATION
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALLSTATE
FINANCIAL CORPORATION FOR USE ONLY AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON AUGUST 8, 2000 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints the Board of Directors of the Company,
or any successors thereto, as proxies, with full powers of substitution, to vote
the shares of the undersigned at the Annual Meeting of Shareholders of the
Company to be held at the Bank of America, 8300 Greensboro Drive, McLean, VA
22102 on August 8, 2000 at 11:00 a.m., Eastern Time, or at any adjournment
thereof, with all the powers that the undersigned would possess if personally
present, as follows:
1. Election of Directors
FOR all nominees listed WITHHOLD authority to
(except as marked to the vote for all nominees
contrary below) listed below
Nominees for one-year term: David W. Campbell, Charles G. Johnson,
Steven W. Lefkowitz, Edward A. McNally, William H. Savage and
Lindsay B. Trittipoe
To withhold authority to vote for some but not all of the nominees, write the
name of the nominee(s) in the space provided below:
-----------------------------------------------------------------
2. Approval of the Company's reincorporation as a Delaware corporation.
(a) Approve the merger of the Company with Allstate Delaware, with
Allstate Delaware to be the surviving entity, and approve the Merger Agreement,
the Certificate of Incorporation, and the Bylaws, other than as to matters
recommended in proposals 2(b), 2(c), and 2(d);
FOR AGAINST ABSTAIN
(b) Approve the provisions in the Certificate of Incorporation of
Allstate Delaware prohibiting, after the merger, any attempted sale, purchase,
transfer, assignment, conveyance, pledge or other disposition ("Transfer") of
any stock, warrants, rights or options in Allstate Delaware to any person or
entity who owns (or would own after giving effect to the Transfer) more than
4.9% of any class of securities of Allstate Delaware, unless the Transfer is
approved by at least two-thirds of the board of directors of Allstate Delaware;
FOR AGAINST ABSTAIN
(c) Approve the provision in the Allstate Delaware Certificate of
Incorporation which provides that the number of shares of common stock which
Allstate Delaware is authorized to issue after the merger is 20,000,000,
compared with the maximum 10,000,000 authorized shares of common stock which may
be issued by the Company;
FOR AGAINST ABSTAIN
(d) Approve the provisions in the Allstate Delaware Bylaws which
provide that stockholders who want to make a nomination for the election of
directors or a proposal for new business at any annual meeting after the merger
must deliver a written notice to the secretary of Allstate Delaware providing
certain specified information, so that it is received not less than 120 days
prior to the anniversary date of the mailing of proxy materials by Allstate
Delaware in connection with the immediately preceding annual meeting of
stockholders or, with respect to the first annual meeting to be held after
completion of the merger, by December 15, 2000;
FOR AGAINST ABSTAIN
3. Approval of the Company's 2000 Stock Option Plan.
FOR AGAINST ABSTAIN
4. Approval of the Company's 2000 Restricted Stock Plan for Non-Employee
Directors.
FOR AGAINST ABSTAIN
5. Ratification of the appointment of McGladrey & Pullen, LLP as
independent auditors for the year ending December 31, 2000.
FOR AGAINST ABSTAIN
In their discretion, the proxies are authorized to vote with respect to
approval of the minutes of the last meeting of stockholders, the election of any
person as a director if the nominee is unable to serve or for good cause will
not serve, matters incident to the conduct of the meeting, and upon such other
matters as may properly come before the meeting.
The Board of Directors recommends that you vote FOR the Board of
Directors' nominees and FOR each of the proposals listed above. Shares of common
stock of the Company will be voted as specified. If no specification is made,
shares will be voted for the election of the Board of Directors' nominees to the
Board of Directors, FOR proposals 2(a), 2(b), 2(c), 2(d), 3, 4 and 5 and
otherwise at the discretion of the proxies. This proxy may not be voted for any
person who is not a nominee of the Board of Directors of the Company. This proxy
may be revoked at any time before it is exercised.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders of Allstate Financial Corporation called for August 8,
2000, a Proxy Statement for the Annual Meeting and the 1999 Annual Report on
Form 10-KSB.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE
ENCLOSED ENVELOPE.
Dated: , 2000
------------------------------------------------
Signature(s)
Please sign exactly as your name(s) appear on this Proxy. Only one signature is
required in the case of a joint account. When signing in a representative
capacity, please give title.
